SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2014
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 16. SUBSEQUENT EVENTS On January 15, 2015, the Company entered into an Asset Purchase Agreement with Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (Janssen), pursuant to which the Company will acquire from Janssen and its affiliates the U.S. rights to the NUCYNTA® franchise of pharmaceutical products (Products) as well as certain related assets (Transaction) for $1.05 billion in cash (Cash Payment). The NUCYNTA® franchise includes NUCYNTA® ER (tapentadol) extended release tablets indicated for the management of pain, including neuropathic pain associated with diabetic peripheral neuropathy (DPN), severe enough to require daily, around-the-clock, long-term opioid treatment, NUCYNTA®(tapentadol), an immediate release version of tapentadol, for management of moderate to severe acute pain in adults, and NUCYNTA® (tapentadol) oral solution, an approved oral form of tapentadol that has not been commercialized. Upon the consummation of the Transaction, the Company will acquire (i) rights to commercialize the Products in the United States including the investigational new drug applications (INDs) and the new drug applications (NDAs) for the Products in the United States, and (ii) certain other assets relating to the Products, including finished goods product inventory and certain manufacturing equipment. In addition, Janssen will assign to the Company all of its rights and obligations under the License Agreement (U.S.) (License Agreement) by and among Janssen, Janssen Research & Development, LLC and Grünenthal GmbH (Grünenthal) pursuant to which Janssen has a royalty-bearing license to certain Grünenthal patents and other intellectual property rights covering the commercialization of the Products in the United States. In connection with the Transaction, the Company will assume certain liabilities relating to the Products, including responsibility for the ongoing legal proceedings relating to certain of the Grünenthal patents licensed under the License Agreement and Janssen's clinical obligations relating to the Products. Other than as set forth in the Asset Purchase Agreement, Janssen will retain all liabilities relating to the Products associated with Janssen's commercialization of the Products prior to the consummation of the Transaction. In connection with the Transaction, the Company, Janssen and certain affiliates of Janssen will enter into (i) supply agreements pursuant to which Janssen will manufacture and supply the Products to the Company until the Company, or its contract manufacturer, begins commercial production of the Products, following which the Company will manufacture and supply Janssen for its requirements for NUCYNTA® outside of the United States and (ii) a supply agreement pursuant to which an affiliate of Janssen will manufacture and supply the Company with the active pharmaceutical ingredient contained in the Products. Upon execution of the Asset Purchase Agreement, the Company delivered a cash deposit in the amount of $500.0 million (Cash Deposit) to JPMorgan Chase Bank, N.A., (Escrow Agent) in accordance with an Escrow Agreement, dated January 15, 2015 (Escrow Agreement), by and among the Company, Janssen and the Escrow Agent. The Cash Deposit will be credited against the total cash payable to Janssen upon the consummation of the Transaction. The Asset Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions. The consummation of the Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, (i) the Company obtaining financing, through one or more transactions, in an aggregate amount sufficient to pay the total cash payable (minus the Cash Deposit) and any related fees and expenses applicable to the Transaction (Financing Condition) and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Asset Purchase Agreement provides for certain termination rights of the parties. If Janssen terminates the Asset Purchase Agreement due to the Company's failure to satisfy the Financing Condition and Janssen has materially complied with its obligations under the Asset Purchase Agreement, the Cash Deposit less $73.5 million (Reverse Termination Fee) will be returned to the Company, and the Reverse Termination Fee will be paid to Janssen in accordance with the Asset Purchase Agreement and the Escrow Agreement. If the Asset Purchase Agreement is terminated under certain other circumstances, the entire amount of the Cash Deposit will be returned to the Company in accordance with the Asset Purchase Agreement and the Escrow Agreement.

NOTE 16. SUBSEQUENT EVENTS

On January 15, 2015, the Company entered into an Asset Purchase Agreement with Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (Janssen), pursuant to which the Company will acquire from Janssen and its affiliates the U.S. rights to the NUCYNTA® franchise of pharmaceutical products (Products) as well as certain related assets (Transaction) for $1.05 billion in cash (Cash Payment).

The NUCYNTA® franchise includes NUCYNTA® ER (tapentadol) extended release tablets indicated for the management of pain, including neuropathic pain associated with diabetic peripheral neuropathy (DPN), severe enough to require daily, around-the-clock, long-term opioid treatment, NUCYNTA®(tapentadol), an immediate release version of tapentadol, for management of moderate to severe acute pain in adults, and NUCYNTA® (tapentadol) oral solution, an approved oral form of tapentadol that has not been commercialized.

Upon the consummation of the Transaction, the Company will acquire (i) rights to commercialize the Products in the United States including the investigational new drug applications (INDs) and the new drug applications (NDAs) for the Products in the United States, and (ii) certain other assets relating to the Products, including finished goods product inventory and certain manufacturing equipment. In addition, Janssen will assign to the Company all of its rights and obligations under the License Agreement (U.S.) (License Agreement) by and among Janssen, Janssen Research & Development, LLC and Grünenthal GmbH (Grünenthal) pursuant to which Janssen has a royalty-bearing license to certain Grünenthal patents and other intellectual property rights covering the commercialization of the Products in the United States.

In connection with the Transaction, the Company will assume certain liabilities relating to the Products, including responsibility for the ongoing legal proceedings relating to certain of the Grünenthal patents licensed under the License Agreement and Janssen's clinical obligations relating to the Products. Other than as set forth in the Asset Purchase Agreement, Janssen will retain all liabilities relating to the Products associated with Janssen's commercialization of the Products prior to the consummation of the Transaction.

In connection with the Transaction, the Company, Janssen and certain affiliates of Janssen will enter into (i) supply agreements pursuant to which Janssen will manufacture and supply the Products to the Company until the Company, or its contract manufacturer, begins commercial production of the Products, following which the Company will manufacture and supply Janssen for its requirements for NUCYNTA® outside of the United States and (ii) a supply agreement pursuant to which an affiliate of Janssen will manufacture and supply the Company with the active pharmaceutical ingredient contained in the Products.

Upon execution of the Asset Purchase Agreement, the Company delivered a cash deposit in the amount of $500.0 million (Cash Deposit) to JPMorgan Chase Bank, N.A., (Escrow Agent) in accordance with an Escrow Agreement, dated January 15, 2015 (Escrow Agreement), by and among the Company, Janssen and the Escrow Agent. The Cash Deposit will be credited against the total cash payable to Janssen upon the consummation of the Transaction.

The Asset Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions. The consummation of the Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, (i) the Company obtaining financing, through one or more transactions, in an aggregate amount sufficient to pay the total cash payable (minus the Cash Deposit) and any related fees and expenses applicable to the Transaction (Financing Condition) and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Asset Purchase Agreement provides for certain termination rights of the parties. If Janssen terminates the Asset Purchase Agreement due to the Company's failure to satisfy the Financing Condition and Janssen has materially complied with its obligations under the Asset Purchase Agreement, the Cash Deposit less $73.5 million (Reverse Termination Fee) will be returned to the Company, and the Reverse Termination Fee will be paid to Janssen in accordance with the Asset Purchase Agreement and the Escrow Agreement. If the Asset Purchase Agreement is terminated under certain other circumstances, the entire amount of the Cash Deposit will be returned to the Company in accordance with the Asset Purchase Agreement and the Escrow Agreement.